EXHIBIT 10.7
Telynx, Inc.
0000 Xxxxx Xxxx
Xx Xxxx, Xxxxx 00000
Tel. No.: (000) 000-0000
Fax No.: (000) 000-0000
October 4, 2001
The Investors Named Below:
Dear Sir/Madam:
Reference is made to the Subscription Agreement by and between Telynx, Inc.
(the "Company") and The Keshet Fund, L.P., Keshet, L.P., Nesher, Ltd., Talbiya
B. Investments Ltd. and Esquire Trade & Finance, Inc., and as amended to include
Laurus Master Fund, Ltd. (the "Investors"), dated as of July 27, 2000 (the
"Equity Line Agreement"). Capitalized terms used and not otherwise defined
herein shall have the respective meanings ascribed to them in the Equity Line
Agreement.
As you are aware, the Company is in the process of filing a registration
statement for the Investors. As you are also aware, the Securities and Exchange
Commission will not allow the Company to register shares of common stock which
the Investors may purchase in the future pursuant to the Equity Line Agreement.
Accordingly, the Company hereby terminates the Equity Line Agreement.
Please sign the enclosed copies of this letter and return them to us.
Very truly yours,
TELYNX, INC.
By: /s/ Xxxx Xxx Xxxxxx
-------------------
Name: Xxxx Xxx Xxxxxx
Title: Chief Financial Officer
Accepted and Agreed:
THE KESHET FUND, L.P.
By: /s/ XXXX XXXXXX
---------------------------
Name: Xxxx Xxxxxx
Title: Authorized Signatory
KESHET, L.P.
By: /s/ XXXX XXXXXX
---------------------------
Name: Xxxx Xxxxxx
Title: Authorized Signatory
NESHER, LTD.
By: /s/ XXXX XXXXXX
---------------------------
Name: Xxxx Xxxxxx
Title: Director
TALBIYA B. INVESTMENTS LTD.
By: /s/ XXXX XXXXXX
---------------------------
Name: Xxxx Xxxxxx
Title: Director
ESQUIRE TRADE & FINANCE, INC.
By: /s/ XXXXXXX KINDLE
---------------------------
Name: Xxxxxxx Kindle
Title: Director
LAURUS MASTER FUND, LTD.
By: /s/ XXXXX GRIN
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Name: Xxxxx Grin
Title: Director